Nudd Alison S 4

What Happened
Alison S. Nudd, Vice President and Chief Accounting Officer of Cooper-Standard Holdings (CPS), had restricted stock units (RSUs) convert to 2,432 common shares on March 1, 2026. To satisfy tax withholding obligations, 677 of those shares were withheld (disposed) at a withholding price of $38.44 per share, totaling $26,024. The net result was 1,755 shares delivered to her (2,432 vested minus 677 withheld). This was an RSU vesting/cashless settlement event—not an open-market buy or sell.

Key Details

• Transaction date: March 1, 2026; Form 4 filed March 3, 2026 (appears timely).
• Conversion/acquisition: 1,115 and 1,317 RSU conversions = 2,432 shares acquired (transaction code M).
• Tax withholding: 320 and 357 shares withheld = 677 shares disposed (transaction code F) at $38.44/share; total withheld value $12,301 + $13,723 = $26,024.
• Net shares issued to insider: 1,755 (2,432 − 677).
• Shares owned after transaction: not disclosed in the filing.
• Footnotes: RSUs were settled by book entry (F1). The RSUs came from grants dated March 1, 2024 and February 12, 2025 and vest one-third per year over three years, subject to continued employment (F2–F5).

Context

• Transaction codes: M indicates conversion/exercise of a derivative (here, RSUs converting to shares); F denotes shares withheld to cover tax liabilities.
• This is a routine equity compensation vesting and tax-withholding event (a form of cashless settlement), not a market sale or purchase—so it should not be read as an active buy/sell decision by the insider.